Al Spencer
Senior Vice President and Chief Accounting Officer at NRG
Executive
About Al Spencer
G. Alfred (Al) Spencer, age 43, is NRG’s Senior Vice President and Chief Accounting Officer (principal accounting officer) since December 2023; previously VP, Controller and Principal Accounting Officer at JetBlue, and Deputy CFO/Corporate Controller at Air Liquide’s North American business . He is a career accounting and finance operator across airlines, industrial gases, and diversified industrials, bringing controllership, transformation, and principal accounting officer experience to NRG’s finance leadership bench . NRG’s incentive framework ties annual bonus and long-term equity to Adjusted FCFbG, Adjusted EBITDA, ESG outcomes, and a 3-year relative TSR program that paid at 200% for the latest cycle (98th percentile vs S&P 500), aligning executive pay with strong 2024 performance (Adjusted FCFbG and Adjusted EBITDA above targets) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NRG Energy | SVP & Chief Accounting Officer (Principal Accounting Officer) | Dec 2023–present | Leads corporate accounting, SEC reporting oversight, and internal control environment for NRG |
| JetBlue Airways | VP, Controller & Principal Accounting Officer | May 2022–Dec 2023 | Principal accounting officer at a public airline; led reporting, controls, and accounting operations |
| Air Liquide (North America) | Deputy CFO & Corporate Controller | Aug 2017–May 2022 | Oversaw North America finance; controllership and reporting for industrial gases |
| Air Liquide (North America) | VP, Finance Transformation | Apr 2020–Dec 2020 | Led finance transformation across North American business |
| Air Liquide (North America) | Controller & Chief Accounting Officer | Aug 2017–Apr 2020 | Chief accounting leadership; controls and reporting |
| NCI Building Systems; Friedkin Services Group; ExpressJet Airlines | Various finance leadership roles | Not disclosed | Progressive accounting/finance leadership across industrials and airlines |
External Roles
No public company board roles or external directorships disclosed .
Fixed Compensation
| Item | Value | Notes |
|---|---|---|
| Base Salary | $375,000 | Set at appointment (Nov 29, 2023 disclosure) |
| Annual Incentive Plan (AIP) Target | 60% of base salary | Maximum opportunity up to 200% of base salary |
| Long-Term Incentive Plan (LTIP) Target | 150% of base salary | Mix of RSUs and RPSUs (or as Compensation Committee determines) |
| One-time Equity Grant (Jan 2, 2024) | $270,000 | 33% RSUs ($89,100, 3-year ratable vesting); 67% RPSUs ($180,900, vest at 3 years) |
| Sign-on Cash Bonus | $75,000 | Paid within 45 days of start |
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | AIP Metric Result |
|---|---|---|---|---|---|---|
| Adjusted FCFbG ($mm) | 45% | 1,357 | 1,940 | 2,135 | 2,153 | 200% |
| Adjusted EBITDA ($mm) | 40% | 2,378 | 3,400 | 3,742 | 3,690 | 185% |
| ESG Composite | 15% | 50% | 100% | 200% | 128% | 128% |
| Final Weighted AIP Result | — | — | — | — | — | 183% |
Additional LTIP notes:
- Relative Performance Stock Units (RPSUs) vest based on 3-year TSR vs S&P 500 constituents; above-median TSR required to earn target; latest cycle vested at 200% on Jan 2, 2025 due to ~156% absolute TSR and 98th percentile relative rank .
- RSUs generally vest ratably over 3 years, subject to continued employment .
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Prohibited for executive officers and directors under NRG’s Insider Trading Policy .
- Clawbacks: NYSE-compliant clawback for current/former executive officers if a material restatement occurs; additional clawbacks embedded in award agreements (including time-based equity) and SOX clawback applies to CEO/CFO .
- Stock ownership guidelines: Executive and director stock ownership guidelines exist; detailed multiples disclosed for NEOs, not specifically for the CAO; CAO compliance status not disclosed .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Role & Effective Date | Appointed SVP & Chief Accounting Officer effective Dec 4, 2023 | |
| Severance Plan Participation | Participant in Amended & Restated Executive Change in Control and General Severance Plan | |
| General Severance (no CIC) | Lump sum 1.5x base salary; 18 months COBRA reimbursement; plus accrued benefits | |
| CIC Severance (double trigger) | If terminated without cause or for good reason within 6 months pre- or 24 months post-CIC: 2.99x (base + annual target bonus), prorated target bonus, 18 months COBRA; equity generally not accelerated unless terminated in connection with CIC | |
| Equity Treatment (termination/CIC) | RSUs: death/disability full vest; eligible termination pro-rata; CIC + termination full vest; cause/voluntary forfeiture. RPSUs: death/disability vest at target; eligible termination pro-rata at end of cycle; CIC + termination per Committee determination | |
| Restrictive Covenants | Typically one-year non-compete/non-solicit under Severance & CIC Plan; confidentiality and non-disparagement |
Investment Implications
- Pay-for-performance alignment: CAO’s pay mix features meaningful variable components (AIP 60% target; LTIP 150% of salary) and equity that vests on TSR and time, aligned with strong company execution (AIP performance at 183%; RPSU cycle paid 200%) .
- Selling pressure and hedging risk: Anti-hedging and anti-pledging restrictions reduce near-term selling/hedging risk signals; equity vesting schedules distribute realizations over multi-year horizons .
- Change-in-control economics: Participation in a standardized double-trigger CIC severance (2.99x base+target bonus) and defined equity treatment can impact retention risk and could represent potential overhang in strategic transactions; terms are market-based and consistent with peers .
- Data gaps: Beneficial ownership, pledged shares, and actual AIP payouts specific to the CAO were not disclosed; monitor future proxies and any Form 4 filings for insider activity and evolving ownership alignment .